Shawn Carter
About Shawn Carter
Shawn Carter (age 55) has served on Block, Inc.’s board since May 2021. Known professionally as Jay‑Z, he is a musician and entrepreneur, co‑founder and majority owner of Roc Nation LLC, founder of Marcy Media LLC, and co‑founder/Manager of Marcy Venture Partners; he founded TIDAL (now majority‑owned by Block) and remains a shareholder and artist . He is a Class II director whose current term expires in 2026; he is not considered independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roc Nation LLC | Co‑founder; majority owner | Since 2008 | Music industry network; artist services relevant to TIDAL |
| Marcy Media LLC | Founder | Since 2008 | Branding/media experience |
| Marcy Venture Partners, L.P. | Co‑founder; Manager | Since Mar 2019 | Venture investing; ecosystem relationships |
| TIDAL | Founder; shareholder and artist | Founded Mar 2015; ongoing | Strategic alignment with Block’s TIDAL business |
| Ace of Spades Holdings, LLC | Co‑founder; Manager; board member | Since 2014 | Premium consumer brand expertise |
| TPCO Holding Corp. | Chief Visionary Officer | Nov 2020–2023 | Strategy/brand building |
| Caliva (CMG Partners, Inc.) | Chief Brand Strategist | Jul 2019–Nov 2020 | Product/brand strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shawn Carter Scholarship Foundation | Founder | Since 2003 | Education philanthropy |
| REFORM | Board member | Ongoing | Criminal justice reform philanthropy |
| Various privately held companies | Director | Ongoing | Not individually listed |
| Other public company boards | — | — | None disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Not independent (board identifies Carter, Dorsey, Eisen, McKelvey as non‑independent) |
| Committees | Not listed on Audit & Risk, Compensation, or Nominating & Corporate Governance committees |
| Board meeting attendance | Each director attended at least 75% of board/committee meetings in FY2024 |
| Board meetings held (FY2024) | 4 |
| Term and tenure | Director since May 2021; Class II; term expires 2026 |
| Lead Independent Director | Roelof Botha; defined responsibilities including executive sessions and agenda approvals |
| Committee independence | All board committees are 100% independent |
Fixed Compensation
| Component | 2024 | 2025 Policy Changes (Effective Apr 1, 2025) |
|---|---|---|
| Annual cash retainer | $40,000; Carter elected RSUs in lieu of cash, resulting in $0 cash paid | $50,000 annual cash retainer |
| Annual equity retainer (RSUs) | $249,952 grant (4,038 RSUs on Jun 18, 2024) | $275,000 annual RSU grant |
| Committee chair fees | Audit & Risk: $20,000; Comp: $15,000; Nominating: $10,000 (not applicable to Carter) | Audit & Risk: $35,000; Comp: $25,000; Nominating: $20,000 |
| Committee member fees | Audit & Risk: $10,000; Comp: $5,000; Nominating: $2,500 (not applicable to Carter) | Audit & Risk: $17,500; Comp: $12,500; Nominating: $10,000 |
| 2024 total director comp (Carter) | Stock awards: $288,535; Cash: $0; Total: $288,535 | — |
Performance Compensation
| Award | Grant Date | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | Jun 18, 2024 | 4,038 RSUs; $249,952 grant-date fair value | Vests earlier of 1‑yr anniversary or next annual meeting, subject to service | Standard outside director grant |
| RSUs in lieu of quarterly cash | Jan 2, 2024 | 129 RSUs; $9,316; $10,000 cash forgone | Fully vested on grant date | Elected conversion under policy |
| RSUs in lieu of quarterly cash | Apr 1, 2024 | 118 RSUs; $9,612; $10,000 cash forgone | Fully vested on grant date | — |
| RSUs in lieu of quarterly cash | Jul 1, 2024 | 155 RSUs; $9,895; $10,000 cash forgone | Fully vested on grant date | — |
| RSUs in lieu of quarterly cash | Oct 1, 2024 | 148 RSUs; $9,759; $10,000 cash forgone | Fully vested on grant date | — |
| Change‑in‑control treatment | — | — | Outside director awards fully vest upon change‑in‑control | 2025 Plan includes good governance features; no excise tax gross‑ups; no repricing without shareholder approval |
Performance metrics: None disclosed for director grants; vesting is time‑based, not tied to operating metrics .
Other Directorships & Interlocks
| Organization | Type | Role | Tenure | Potential conflict? |
|---|---|---|---|---|
| Roc Nation LLC | Private | Co‑founder; majority owner | Since 2008 | Yes — Block engages Roc Nation for artist/marketing services (payments may exceed $120k); reviewed/approved under related‑party policy |
| TIDAL | Private (Block majority‑owned) | Founder; shareholder and artist | Since 2015 | Yes — strategic and financial relationship via Block’s ownership |
| Ace of Spades Holdings, LLC | Private | Co‑founder; Manager; board | Since 2014 | Not directly disclosed as related‑party with Block |
| REFORM | Non‑profit | Board member | Ongoing | No disclosure of transactions |
| Various private boards | Private | Director | Ongoing | Not disclosed |
Expertise & Qualifications
- Entrepreneurial leadership and extensive music industry expertise valuable to Block’s TIDAL business .
- Network across entertainment, brands, and venture capital through Roc Nation, Ace of Spades, and Marcy Venture Partners .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Class A) | 42,426 shares; <1% of outstanding; no Class B reported |
| Ownership guidelines | Non‑employee directors must hold ≥5x annual cash retainer; compliance required within 5 years |
| Compliance status | All non‑employee directors met or were on track as of Dec 31, 2024 |
| Hedging/pledging | Insider Trading Policy prohibits hedging and pledging |
Governance Assessment
- Independence and conflicts: Carter is not independent and has related‑party exposure via Roc Nation and ongoing ties to TIDAL, creating potential conflicts that are disclosed and overseen by the Audit & Risk Committee under Block’s related‑party policy .
- Board engagement: Attended at least 75% of meetings; however, he is not seated on any of the three core board committees, which may limit direct involvement in audit, compensation, and governance oversight .
- Compensation alignment: 2024 cash retainer fully converted to RSUs; equity‑heavy director pay and stock ownership guidelines support alignment with shareholders, though outside director awards accelerate on change‑in‑control (single‑trigger for outside directors) .
- Shareholder signals: Strong investor support for executive pay (≈98% say‑on‑pay approval in 2024; continued favorable outcomes in 2025) indicates confidence in compensation governance broadly .
- Controls and policies: Committees fully independent; robust clawback policies and prohibition on hedging/pledging bolster governance quality .
RED FLAGS
- Related‑party transactions with Roc Nation (services payments expected to exceed $120k) and ongoing TIDAL ties; monitor for scope, pricing, and committee oversight effectiveness .
- Non‑independent status while not serving on core oversight committees reduces formal checks balancing potential conflicts .